AGREEMENT FOR THE SALE AND PURCHASE
OF LIQUOR LICENSE
-----------------------------------
THIS AGREEMENT, made and entered into this day of January, 2000, by and
between XXXXX'X INN, INC., a New Jersey Corporation, trading as Xxxxx'x Inn,
with its main office located at 0000 Xxx Xxxx Xxxx, Xxxxxx, Xxx Xxxxxx, 00000
hereinafter called "Seller" or "Transferor", and CHEFS INTERNATIONAL, INC. a
Delaware Corporation authorized to do business in the state of New Jersey with
its main office at 00 Xxxxxxxx, Xxxxx Xxxxxxxx, Xxx Xxxxxx, 00000, hereinafter
called "Purchaser" or "Transferee".
WHEREAS, the Seller is the owner of a State of New Jersey Retail Plenary
Consumption License, bearing License No. 1316-33-005-003, issued by the
governing body of the Township of Freehold, County of Monmouth, State of New
Jersey, which License is currently in active status at Xxxxx'x Inn, 000 Xxxx
Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxx Xxxxxx; and
WHEREAS, the Seller is desirous of selling and Purchaser is desirous of
purchasing said license for the price and under the terms and conditions as
recited herein; and
WHEREAS, the Purchaser is willing to purchase and acquire the license for
use in the operation of a restaurant in the Township of Freehold, subject to the
terms and conditions of this Agreement, and the contingencies contained herein.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions contained herein, and for other good and valuable consideration, and
intending to be legally bound, the parties hereto mutually agree as follows:
1
1. PURCHASE PRICE. the Seller shall sell to Purchaser, and the Purchaser
shall buy from Seller, the License for the Sum of THREE HUNDRED AND FIFTY
THOUSAND ($350,000.00) DOLLARS. An xxxxxxx money deposit in the amount of
thirty-five thousand ($35,000.00) Dollars, to be applied on account of the
purchase price (or forfeited as liquidated damages as more fully recited
hereinafter), shall be deposited in escrow with Xxxxxxx Xxxxxxx, Esquire, whose
address is Two Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxxxx, 00000, (hereinafter
"escrow agent"). The xxxxxxx money deposit shall be provided to escrow agent
within ten (10) days from the date of final execution of this agreement. The
escrow agent shall place the deposit in a non-interest bearing account. In
accordance with paragraph 10 below, the balance of the purchase price shall be
paid by depositing with the escrow agent, on or before the closing of this
transaction, an additional sum of three hundred and fifteen thousand
($315,000.00) Dollars, in regular corporate funds. If this agreement becomes
null and void, or is terminated in accordance with or on account of the failure
of one or more of the contingencies stated in paragraph 3 hereof, or the
warranties stated in paragraph 5 hereof, the said xxxxxxx money deposit shall be
returned to purchaser and neither party shall have any further obligation to the
other.
2. ESCROW AGENT. It is Agreed That All Funds Involved in This Sale
Regarding the Purchase Price of the License Shall be Deposited in Escrow With
Escrow Agent.
The Escrow Agent may act upon any instrument or other writing believed by
the Escrow Agent in good faith to be genuine, and to be signed by the property
party. In the event of any controversy or dispute hereunder, or with respect to
any question as to the
construction of this Agreement, or any action to be taken by the Escrow Agent
hereunder, the Escrow Agent may confer with counsel (including members of his
own firm) and shall incur no liability for any action taken or suffered in good
faith in accordance with the advice or opinion of such counsel, including the
depositing of the escrow fund in a court of competent jurisdiction which shall
adjudicate any difference between Seller and Purchaser.
(a) The Escrow Agent shall not be liable in connection with the
performance of his duties hereunder, except for his own gross negligence, fraud
or theft.
(b) The Escrow Agent shall be under no duty or responsibility to
enforce any of the terms or conditions of this Agreement.
(c) Seller and Purchaser, jointly and severally, hereby indemnify the
Escrow Agent and hold the Escrow Agent harmless from and against any loss,
liability or expense incurred (absent Escrow Agent's gross negligence, fraud or
theft), arising out of or in connection with the acceptance or administration of
the Escrow Agent's duties hereunder, including, without limitation, the cost and
expense of defending the Escrow Agent against any claim or liability hereunder.
3. CONDITIONS PRECEDENT.
I. This Agreement shall be and is hereby made contingent upon the
following conditions to be satisfied or waived in writing by Purchaser within
forty-five (45) days (the "Contingency Period) (unless extended as hereinafter
provided) from the date of final execution of this Agreement;
(a) The Purchaser shall be able to negotiate and obtain a lease upon
terms fully satisfactory to Purchaser for premises known as Xxxxx'x Inn, 000
Xxxx Xxxx Xxxxxx,
Xxxxxxxx Xxxxxxxx, Xxx Xxxxxx. If the Purchase shall be unable to enter into
such lease agreement within such time, this Agreement shall, at the option of
purchaser, become null and void, unless the parties agree, in writing, to extend
the time for satisfaction of this contingency.
(b) The Purchaser, at its sole cost and expense shall, upon entering
into aid lease agreement, or prior thereto at Purchaser's option, make
application to the governing body of the Township of Freehold, Monmouth County,
New Jersey, and be granted0 requisite governmental approval necessary for the
person-to-person transfer of the License from the Seller to the Purchaser for
use at 402 West Main Shv4 Freehold. All fees and advertising costs in connection
with the transfer application shall be paid by the Purchaser.
(c) The receipt by the Purchaser, prior to closing, of a license
violation search (to be obtained by Purchaser at its sole cost and expense) from
the Division of Alcoholic Beverage Control of the State of New Jersey indicating
no open or unresolved violations against the License as of the date of transfer
of said License.
(d) That all obligations outstanding to all new Jersey alcoholic
manufacturers, wholesalers and/or distributors have been or will be satisfied by
Seller prior to the closing and Seller shall so certify in writing at the
closing of the subject matter hereof. Purchaser shall also at the closing
(hereinafter defined) and at Purchaser's sole cost and expense, obtain a search,
which search shall not reveal the existence of any open invoices involving the
sale or purchase of alcoholic or malt or brewed beverages as respects the
License. However, if said search reveals the existence of any such open
invoices, it shall be Seller's obligation (prior to or at closing) to pay the
same in full, together with any interest
and/or penalties as may be assessed.
(e) That no governmental investigation affecting the License be in
process at the time of settlement and closing and that Purchaser acquire said
License free and clear from any such investigations; and Seller shall so certify
in writing at the closing of the subject matter hereof.
(f) That Seller has not done any acts or incurred any debts which
encumber the License, and the License be transferred free and clear of all
liens, claims, encumbrances, security interest and/or restrictions, including
but not limited to any liens or claims of any taxing authority.
(g) That there not be any restrictions or special limitations imposed
by any authority upon the use of License that are not acceptable to Purchaser.
(h) That Purchaser obtain at Purchaser's own cost and expense, a
Judgment, Federal Lien and Bankruptcy Search (the "Search") indicating that as
of the date of settlement and closing herein: (1) that no federal lien has been
filed against the Seller or the License; (2) that the Seller is not, either
voluntarily or involuntarily, subject to any Bankruptcy or similar provision of
any federal or state bankruptcy law or rule or similar statute; and (3) there
are no judgments or liens against the License.
The Search shall be performed by a title company authorized to issue title
insurance in the State of New Jersey, which title insurance company shall be
reasonably satisfactory to the Purchaser. The Search shall be performed in
Middlesex County. In the event that a judgment affecting the License or federal
tax Hen exists, it shall be Seller's obligation to pay the same at closing,
together with all penalties and interest due thereon. In the event that the
Seller is subject to Bankruptcy or similar law provisions as aforesaid, it shall
be Seller's sole responsibility, at Seller's cost and expense, to obtain the
approval of this sale from the Bankruptcy Trustee or other such appropriate
Court so that the subject License may be transferred to the Purchaser herein in
accordance with the terms hereof.
(i) Notwithstanding anything herein to the contrary, the submission of
the liquor license transfer application to the Clerk of the Township of Freehold
within fifteen (15) days from the date of final execution of this Agreement.
4. EXTENSION PERIODS. Notwithstanding anything herein to the contrary, it
is contemplated that approval of the subject transfer will be scheduled to occur
before the Freehold Township council at its first regularly scheduled meeting
subsequent to the submission of the License Transfer Application. If for any
reason whatsoever, the meeting is not scheduled or the transfer application is
not presented to the council at its first regularly scheduled meeting subsequent
to the submission of the License Transfer Application, the terms of this
Agreement shall immediately be extended to the date of the next scheduled
meeting of the Freehold Township council (provided that the transfer application
is listed on the agenda thereof for said date). If not so listed, then the term
of this Agreement shall be extended to the date of the next succeeding council
meeting, etc., from meeting date to meeting date until the matter is listed on
the agenda of said council, unless the failure to so list is the fault solely of
the Purchaser. In this latter event, this Agreement shall thereupon terminate
unless the parties agree to extend the time for performance, in writing. Upon
such termination, Seller shall return all deposit monies to Purchaser and
neither party shall have any further obligation to the other.
5. WARRANTIES OF SELLER. Seller makes the representations and warranties
set forth below and agrees that such warranties and representations shall be
deemed republished at the time of closing and shall survive the closing:
(a) The Seller is the sole owner of the subject liquor License, has
the sole and only rights therein and as such, has been approved as the
transferee of such License by the Township of Freehold, County of Monmouth,
State of New Jersey.
(b) That Seller has the full and complete right to make, execute and
perform this Agreement and to transfer the License to Purchaser.
(c) That on the closing date, Seller shall transfer the License to
Purchaser free and clear of all liens, claims, encumbrances and/or restrictions.
(d) That the execution, delivery and performance of this Agreement
does not constitute a violation of any instrument to which Seller is a party or
by which Seller maybe bound; specifically that Seller is not a party to any
Agreement which would prevent Seller from fully performing the terms of this
Agreement.
(e) That the License is not subject to any outstanding notice of
delinquency under N.J.A.C. 13:2-24.4.
(f) That the License has been properly renewed for the current license
year ending June3O, 2000. Purchaser agrees to reimburse Seller for Purchases pro
rata share of the current year renewal fee.
(g) That the License has never been suspended, revoked or invalidated
and that no special limitations have ever been placed on the License.
(h) The License is presently in full force and effect, and is
currently inactive status at Xxxxx'x Inn, 000 Xxxx Xxxx Xxxxxx Xxxxxxxx of
Freehold, Monmouth County, New Jersey.
(i) That there are no governmental investigations affecting the
License.
(j) The Seller has been duly organized and is validly existing in good
standing under the laws of the State of New Jersey. Seller shall produce a Good
Standing Certificate, at closing, issued by the appropriate agency of the State
of New Jersey.
(k) Seller, by its officers who execute this Agreement has the
corporate power and authority to enter into and perform this Agreement and to
transfer the License to Purchaser. The execution, delivery and performance of
this Agreement by the executing officers of the corporation have been duly
authorized by all requisite corporate action and this Agreement has been duly
executed and delivered by Seller.
(l) The execution, delivery and performance of this Agreement by
Seller does not conflict with or result in a violation of the Articles of
Incorporation or Bylaws of Seller or of any agreement, instrument, order, writ,
judgment, or decree to which Seller is a party or subject.
(m) Seller has no disciplinary charges pending against its License nor
do the officers, directors or shareholders of Seller know of any investigation
by any authority with respect to any violation of the liquor laws in the State
of new Jersey. In the event either that such charges nevertheless exist or that
prior to settlement charges are instituted against the License, Purchaser shall
have the right to terminate and rescind this Agreement; and upon such action
Purchaser shall receive the return of all funds in escrow, as well as all
out-of-
pocket expenses and reasonable attorney's fees.
(n) The License is in good standing and has not been revoked or invalidated
and is not currently suspended or scheduled to be suspended at any time in the
future.
6. COOPERATION OF SELLER. Seller agrees to execute all documents and
certificates as may be required in furtherance of Purchaser's application for
transfer of the License, such documents to include but not be limited to a
Consent to Transfer (in form substantially similar to the Consent attached
hereto and marked Exhibit "A") the subject License to Purchaser. Seller agree to
cooperate fully and promptly with Purchaser .in regard to Purchaser's License
transfer application and to do all things reasonably necessary to said Purchaser
with regard to such application.
7. COOPERATION OF PURCHASER. Purchaser agrees to continence processing
the transfer and to use reasonable diligence to satisfy the conditions recited
in this Agreement, consistent nevertheless with the time requirements of this
agreement.
8. WARRANTIES OF PURCHASER. Purchaser makes the representations and
warranties set forth below and agrees that such warranties and representations
shall be deemed republished at there time of closing and shall survive the
closing:
(a) That it is a corporation duly organized and lawfully existing
under the laws of the State of Delaware and that it is duly existing and in good
standing under the laws of the State of New Jersey, having filed the necessary
documentation so as to register to do business in the said State of New Jersey.
(b) That it has the right to make, execute and perform this Agreement;
and that the execution, delivery and performance of this Agreement does not
constitute a violation
of Purchaser's Certificate of Incorporation, bylaws, or any other instrument to
which Purchaser is a party or by which Purchaser may be bound.
(c) That the execution and delivery of this Agreement and the
performance by Purchaser of the obligations to be performed by it hereunder have
been duly authorized by the proper corporate. actions of the board of directors
as may be necessary, and that there is no agreement of any kind that would
prohibit or restrict such corporate actions.
(d) That the corporate officers executing this Agreement are duly
elected officers of the Corporation and have received the authority to make and
execute this Agreement and to bind Purchaser hereto.
(e) That is it solvent and has the funds available for the acquisition
of the License in the manner contemplated herein.
(f) That it is not disqualified from holding an alcoholic beverage
license in the State of New Jersey.
9. COMMUNICATION FROM GOVERNMENTAL AUTHORITIES.
Seller shall serve upon Purchaser (within seven (7) days of receipt thereof
by Seller) a copy of any notice received from the Division of Alcoholic Beverage
Control or any Federal, state or municipal governmental body or agency with
regard to or involving the License. Service shall be in the manner hereinafter
recited.
10. CLOSING. The closing of this transaction shall take place at the
office of Xxxxxxx, Xxxxx, Xxxxxx & White, attorney for Purchaser, Xxx Xxxxxx
Xxxxxx, Xxxx Xxxxx, Xxx Xxxxxx 00000, or at such other location as shall be
mutually agreed upon by the parties. Closing shall occur 'in escrow' no later
than 3:00 PM on the same date that the Township
of Freehold will act upon the application for the transfer of the License. At
the time of closing, all papers will be signed and deposited with Xxxxxxx
Xxxxxxx, Esquire, including a Xxxx of Sale for the License to be signed by the
Seller (containing the usual warranties of title) and all requisite monies, if
not previously provided to the Escrow Agent, will be deposited with the Escrow
Agent who will hold same in escrow pending the successful transfer of the
License. On the day next following the Township council's approval of the
transfer of the License from Seller to Purchaser, the monies will be distributed
and the Xxxx of Sale will be delivered. If the application for transfer is
denied, this Agreement shall immediately become null and void and the Escrow
Agent shall return all monies to Purchaser and the Xxxx of Sale to the Seller.
Thereafter, neither party shall have any further liability to the other.
11. PURCHASE OF LICENSE. As heretofore stated in this Agreement, the
Purchaser's obligation to close title to the liquor license is contingent upon
Purchaser entering into a Lease Agreement with an entity known as Xxxxx'x Realty
Associates for a portion of premises known as 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx,
Xxx Xxxxxx. Upon the termination of such lease, for any reason, purchaser agrees
to sell back to Xxxxx'x Inn, Inc., or to Xxxxx'x Realty Associates; or to the
designee of either Xxxxx'x Inn, Inc. and/or Xxxxx'x Realty Associates the said
liquor license which is the subject matter of this Agreement at the same price
of $350,000.00. The provisions of this paragraph shall survive the closing of
title to the subject liquor license.
12. NOTICES. Any notice, request, demand consent, approval, or other
communications required or permitted under this Agreement will be written and
will be
deemed to have been given when person0v delivered or sent by facsimile
transmission, or (ii) on the next day after delivery to a nationally recognized
express delivery service with instructions for overnight delivery; or (iii) on
the third day after it is deposited in any depository regularly maintained by
the United States postal service, postage prepaid, certified or registered mail,
return receipt requested, addressed to the other party as set forth below:
IF TO SELLER:
Xxxxx'x Inn, Inc.
0000 Xxx Xxxxxx Xxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esquire
IF TO PURCHASER
Chefs International, Inc.
00 Xxxxxxxx
XX Xxx 0000
Xx. Xxxxxxxx Xxxxx, XX 00000
Xxxxxxx Xxxxxxx, Esquire,.
Xxxxxxx, Xxxxx Xxxxxx & Xxxxx
Xxx Xxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
13. DEFAULT. (a) Should Seller breach this Agreement or fail to close
hereunder without the right to do so, the Purchaser shall have the right to
receive the immediate receipt of all escrow funds, as well as all out of pocket
expenses and reasonable attorneys' fees; or, alternatively, Purchaser may compel
Seller to specifically perform this Agreement and Seller agrees to reimburse
Purchaser for any reasonable attorney's fees, costs and expenses incurred in
connection therewith. Ten (1O) days after written demand for the escrow funds,
Escrow Agent is directed (after providing notice to the Seller) to deliver said
sum to the Purchaser. If within said ten (1O) day period Escrow Agent shall
receive from
Seller a written objection to the release of such funds, Escrow Agent agrees to
deposit the fund into a Court of competent jurisdiction, and not to release the
same to Purchaser. Notwithstanding the foregoing, in the event that any
representation or warranty made by the Seller is not fully satisfied or there is
a failure to satisfy a condition which is Seller's obligation to satisfy to the
extent that the License is freely transferable, without claim or encumbrance to
Purchaser and in accordance with the terms of this Agreement, the Seller hereby
directs that Purchaser may take such action as Purchaser deems necessary, all at
the expense of Seller, to effectuate the transfer of the License to the
Purchaser free and clear of all such Hens, claims and encumbrances, and in
accordance with the terms hereof. Such actions on the part of the Purchaser may
include, but are not limited to, depositing with Escrow Agent sufficient sums
from the consideration otherwise due Seller hereunder and directing the Escrow
Agent to pay over said sums, as applicable, so as to obtain an appropriate
release or waiver of any claim made against the License. Escrow Agent shall not,
however, make any such payment without first bringing the claim to the attention
of the Seller and giving Seller a reasonable time to dispose of any such lien or
claim.
(b) In the event that Purchaser branches this Agreement and the
License may not be transferred to the Purchaser, or if the Purchaser otherwise
fails to close this transaction without the right to do so, the Purchaser shall
pay to Seller the sum of THIRTY-FIVE THOUSAND ($35,000.00) DOLLARS, as
liquidated damages. The parties agree that damages for wrongful breach of this
Agreement by the Purchaser are difficult or impossible to determine and
consequently agree the sum of THIRTY-FIVE THOUSAND ($35,000.00)DOLLARS as
liquidated damages represents the fair and equitable damages due Seller in the
event of Purchaser's beach, as aforesaid. Ten (10) days after written demand by
Seller, escrow agent is to provide the sum of THIRTY-FIVE THOUSAND
($35,000.00)DOLLARS, as aforesaid, to the Seller. Said sum shall be paid to
Seller as its sole and exclusive remedy hereunder. Thereafter, the parties shall
be released from all further liability.
14. COMPLETE AGREEMENT. It is understood and agreed that this Agreement
alone represents the full, final and complete understanding of the parties, and
that all prior representations and agreements are merged herein.
15. MODIFICATION. This Agreement may not be changed or terminated orally
by either party without the prior written consent of the other party. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, administrators, executors, successors and assigns.
16. LAW GOVERNING. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of New Jersey.
17. BROKERS. The parties hereby represent to each other that there are no
commissions due to any real estate agent, broker, or other entity as a result of
or relating to the sale of the License described herein. The parties agree to
identify and hold each other harmless from and against any and all claims of any
realtors, brokers, or other persons relating to the sale of the subject License
and allegedly based on the actions of the indemnifying party. The provisions of
this paragraph shall survive the closing of title to the subject liquor license.
18. SUBJECT HEADINGS. The subject headings at the beginning of each
paragraph are provided for convenience only and are not intended to modify or
amplify the text of the paragraph.
19. TAXES. The Seller shall be solely responsible for any tax liability
resulting from the sale of the License to Purchaser. Seller shall indemnify and
hold Purchaser harmless from all claims of tax liability as a result of the sale
of the License. This paragraph shall survive the closing of this transaction.
Seller agrees to allow Purchaser to submit notice of this sale to the State of
New Jersey, Department of Treasury and to permit the holding in escrow,
subsequent to the closing, of such monies as directed by the Department of
Treasury.
20. SEPARABLE CLAUSES. Each provision of this Agreement shall be
considered to be separable and if, for any reason, any provision or any part
thereof is deeded to be invalid and contrary to any applicable law, such
invalidity shall not impair the portions of this Agreement which are valid; and
this Agreement shall be construed and enforced to all effects as if such invalid
provision had been omitted.
21. NONWAIVER. The failure of the Seller or Purchaser to insist upon
strict performance of any of the covenants or conditions of this Agreement shall
not be construed as a waiver by such party of any of its rights or remedies
under this Agreement, and shall not be construed as a waiver, relinquishment or
failure of any such covenant, conditions, or options.
22. COUNTERPART. This Agreement may be executed in counterpart.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed and sealed as of the day, month and year first above written.
Attest: Xxxxx'x Inn, Inc.
/s/ XXXXXXX X. XXXXXXXX By /s/ XXXXXXX X. XXXXXXXX
----------------------------------- -------------------------------
Xxxxxxx X. Xxxxxxxx, Secretary Xxxxxxx X. Xxxxxxxx
Attest: Chefs International, Inc.
/s/ XXXXXX X. XXXXXXXX By: /s/ XXXXXXX XXXXXXX
----------------------------------- ----------------------------------------
Xxxxxx X. Xxxxxxxx, Sec. Xxxxxxx Xxxxxxx, Pres.
STATE OF NEW JERSEY :
: SS
COUNTY OF OCEAN :
BE IT REMEMBERED, that on this 21st day of January 2000 before me, the
subscriber, and attorney. Of the State of New Jersey, personally appeared
Xxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxxxx, who, I am satisfied are the persons who
signed the within instrument as the President and Secretary of CHEFS
INTERNATIONAL, INC., the corporation named therein and her thereupon
acknowledged that the said instrument, made by the corporation addn. sealed with
its seal, was signed, sealed and delivered by him as such officer and is the act
and deed of the corporation, made by virtue of authority from the Board of
Directors of the corporation.
/s/ XXXXXXX X. XXXXX
----------------------------------------
Notary Public of the State of New Jersey
XXXXXXX X. XXXXX
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES 4/20/2002
STATE OF NEW JERSEY :
: SS
COUNTY OF MIDDLESEX :
BE IT REMEMBERED, that on this 11th day of January, 2000, before me, the
subscriber, and attorney of the State of New Jersey, personally appeared Xxxxxxx
X. Xxxxxxxx, and Xxxxxxx X. Xxxxxxxx, who, I am satisfied are the persons who
signed the within instrument as the President and Secretary of XXXXX'X INN, the
corporation named therein and her thereupon acknowledged that the said
instrument, made by the corporation addn. sealed with its seal, was signed,
sealed and delivered by him as such officer and is the act and deed of the
corporation, made by virtue of authority from the Board of Directors of the
corporation.
/s/ XXXXXX X. XXXXXX
----------------------------------------
Notary Public of the State of New Jersey
XXXXXX X. XXXXXX
A NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES 11/24/2003
CONSENT OF ESCROW AGENT
The undesigned, named as Escrow Agent in the foregoing Agreement hereby
agrees to act as said Escrow Agent and to hold and disburse the monies to be
paid under the Agreement in accordance with the provisions thereof.
DATED: January 19, 2000 /s/ XXXXXXX XXXXXXX
----------------------------------------
XXXXXXX XXXXXXX, ESQ.
CONSENT TO TRANSFER
XXXXX'X INN, INC., for and in consideration of the sum of Three Hundred and
Fifty Thousand ($350,000.00) Dollars, and other good and valuable consideration,
and intending to be legally bound, does hereby consent to the transfer of the
Plenary Retail Consumption License issued by the Township of Freehold and
bearing License No. 1316-33-005-003 from XXXXX'X INN, INC., to CHEFS
INTERNATIONAL, INC.
IN WITNESS WHEREOF, XXXXX'X INN, INC. has caused this consent to be signed
by its President and Secretary and has hereunto affixed its corporate seal this
11th day of January , 2000.
Attest: Xxxxx'x Inn, Inc.
/s/ XXXXXXX X. XXXXXXXX By /s/ XXXXXXX X. XXXXXXXX
----------------------------------- -------------------------------
Xxxxxxx X. Xxxxxxxx, Secretary Xxxxxxx X. Xxxxxxxx
STATE OF NEW JERSEY :
: SS January 11, 2000
COUNTY OF MIDDLESEX :
Before me personally appeared XXXXXXX X. XXXXXXXX and Xxxxxxx X. Xxxxxxxx,
for XXXXX'X INN, INC., aforesaid, signer and sealer of the foregoing instrument
and acknowledged the same to be its free act and deed and the free act and deed
of such Corporation before me.
/s/ XXXXXX X. XXXXXX
----------------------------------------
NOTARY PUBLIC - STATE OF NEW JERSEY
XXXXXX X. XXXXXX
A NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES 11/24/2003
